##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from
 to
 Commission File Number: 0-25196
 CAMCO FINANCIAL CORPORATION
  Delaware
    
    51-0110823(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 (Address of principal executive offices) (Zip Code)
 
 Common Stock, $1 par value per share
    
    NASDAQ Global Market(Title of Each Class)
    
    (Name of exchange on which registered)
  (Title of Class)
 o þ
 o þ
 þ o
 o o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller reporting company þ
 o þ




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##### 



EXPLANATORY NOTE
  ITEM
    
    DESCRIPTIONItem 10.
    
    Directors, Executive Officers and Corporate Governance

3Item 11.
    
    Executive Compensation

6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

10Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence

12Item 14.
    
    Principal Accountant Fees and Services

12Item 15.
    
    Exhibits and Financial Statement Schedules

14EX-31.IEX-31.IIEX-32.IEX-32.II
    2




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 DIRECTORS
   DirectorName
    
    Age
    
    Position(s) held
    
    SinceAndrew S. Dix
    
    38
    
    Director
    
    2007Carson K. Miller
    
    65
    
    Director
    
    2002Jeffrey T. Tucker
    
    53
    
    Lead Independent Director
    
    1988
 Andrew S. Dix The Daily Jeffersonian The Daily
Jeffersonian The Alliance Review
 Carson K. Miller
 Jeffrey T. Tucker
  Director
    
    TermName
    
    Age
    
    Position(s) held
    
    Since
    
    ExpiresJames D. Douglas
    
    62
    
    Director
    
    2010
    
    2012Terry A. Feick
    
    61
    
    Director
    
    2000
    
    2013Edward D. Goodyear
    
    63
    
    Director
    
    2006
    
    2013James E. Huston
    
    49
    
    Chairman, CEO, and President
    
    2008
    
    2012Douglas F. Mock
    
    55
    
    Director
    
    2005
    
    2012J. Timothy Young
    
    64
    
    Director
    
    2005
    
    2013
 James D. Douglas
  3




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Terry A. Feick
 Edward D. Goodyear Columbus Dispatch
 James E. Huston
 Douglas F. Mock
 J. Timothy Young
    4




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EXECUTIVE OFFICERS
  David S. Caldwell
 Laurence S. Christ,
 Troy D. Greenwalt,
 Kristina K. Tipton
 Edward A. Wright
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS
  AUDIT AND RISK MANAGEMENT COMMITTEE
   5




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##### Table of Contents



Item 11. Executive Compensation.
 COMPENSATION OF EXECUTIVE OFFICERS
 Summary Compensation Table
  Non-EquityIncentive
    
    
    AllStock
    
    
    Option
    
    
    Plan
    
    
    OtherName & Principal
    
    
    
    
    
    Salary
    
    
    Awards
    
    
    Awards(1)
    
    
    Compensation(2)
    
    
    Compensation(3)
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)James E. Huston
    
    
    2010
    
    
    
    300,900
    
    
    
    
    
    
    
    138,553
    
    
    
    148,954
    
    
    
    25,871
    
    
    
    614,278President, CEO and Chairman
    
    
    2009
    
    
    
    295,000
    
    
    
    125,000
    
    
    
    109,500
    
    
    
    309,750
    
    
    
    21,874
    
    
    
    861,124David S. Caldwell
    
    
    2010
    
    
    
    146,982
    
    
    
    
    
    
    
    10,896
    
    
    
    11,783
    
    
    
    15,644
    
    
    
    185,305SVP,
    
    
    2009
    
    
    
    144,100
    
    
    
    
    
    
    
    
    
    
    
    21,687
    
    
    
    16,765
    
    
    
    218,876Retail BankingTroy D. Greenwalt (4)
    
    
    2010
    
    
    
    142,100
    
    
    
    
    
    
    
    14,074
    
    
    
    15,218
    
    
    
    5,322
    
    
    
    176,714SVP,
    
    
    2009
    
    
    
    110,385
    
    
    
    
    
    
    
    
    
    
    
    15,802
    
    
    
    2,847
    
    
    
    129,034Commercial Lending
 
 (1)
    
    The amounts reflect the dollar amount recognized for financial statement
reporting purposes during the life of the option for the fair value of the award.
Assumptions used in the calculation of these amounts are discussed in Note M 
Benefit Plans  Stock Option Plans to Camcos audited financial statements for the
fiscal year ended December 31, 2010, which are included in Camcos Annual Report on
Form 10-K for the same period.(2)
    
    The calculation of the cash portion of the 2010 performance-based incentive
plan earned by the Named Executive Officers is set forth above. The values represent
the award earned in the respective fiscal year although it is paid in the early part
of the following year.(3)
    
    The amounts listed include the benefits and perquisites in the table
following the footnotes.(4)
    
    Mr. Greenwalt was hired on March 18, 2009. 401(k)Matching
    
    
    Car
    
    
    Club
    
    
    Split Dollar LifeName
    
    Contribution
    
    
    Allowance
    
    
    Dues
    
    
    Insurance
    
    
    Other
    
    
    TotalJames E. Huston
    
    
    12,036
    
    
    
    4,709
    
    
    
    7,926
    
    
    
    
    
    
    
    1,200
    
    
    
    25,871David S. Caldwell
    
    
    5,879
    
    
    
    5,369
    
    
    
    2,991
    
    
    
    205
    
    
    
    1,200
    
    
    
    15,644Troy D. Greenwalt
    
    
    2,842
    
    
    
    1,280
    
    
    
    
    
    
    
    
    
    
    
    1,200
    
    
    
    5,322
  6




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2010 Performance-Based Incentive Award Plan
    Outstanding Equity Awards At Fiscal Year-End
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Market ValueNumber Of Securities
    
    
    Number Of Securities
    
    
    
    
    
    
    
    
    
    
    Shares of
    
    
    of Shares ofUnderlying Unexercised
    
    
    Underlying
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock ThatOptions (#) Exercisable
    
    
    Unexercised Options
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have NotName
    
    (1)
    
    
    (#) Unexercisable (1)
    
    
    Price($)
    
    
    Date
    
    
    Vested (#)
    
    
    Vested ($)James E. Huston
    
    
    75,000
    (2)
    
    
    
    
    
    $
    2.50
    
    
    
    1/23/19
    
    
    
    37,500
    (3)
    
    
    54,75032,908
    
    
    
    131,633
    
    
    $
    2.51
    
    
    
    2/25/20David S. Caldwell
    
    
    2,500
    
    
    
    
    
    
    $
    11.36
    
    
    
    11/20/114,851
    
    
    
    
    
    
    $
    16.13
    
    
    
    01/22/131,426
    
    
    
    
    
    
    $
    17.17
    
    
    
    01/27/143,100
    
    
    
    
    
    
    $
    16.51
    
    
    
    01/27/154,697
    
    
    
    
    
    
    $
    14.10
    
    
    
    02/01/16966
    
    
    
    242
    
    
    $
    12.35
    
    
    
    01/23/171,624
    
    
    
    1,083
    
    
    $
    8.92
    
    
    
    01/22/182,290
    
    
    
    9,163
    
    
    $
    2.51
    
    
    
    2/25/20Troy D. Greenwalt
    
    
    1,669
    
    
    
    6,676
    
    
    $
    2.51
    
    
    
    2/25/20
 
 (1)
    
    Unless otherwise noted, all grants vest 20% immediately and 20% in each of the
following four years.(2)
    
    Options are immediately exercisable on grant date.(3)
    
    Shares granted vest in four equal annual installments beginning on January 23, 2010. Pension Benefits
  Present Value ofAccumulated BenefitName
    
    Plan Name
    
    ($)(1)James E. Huston
    
    Salary Continuation Agreement
    
    
    79,397David S. Caldwell
    
    2002 Salary Continuation Agreement
    
    
    225,973
 
 (1)
    
    The present value of the accumulated benefit for each officer is the accrual
balance as of December 31, 2010, determined using a discount rate of 6.00%.  7




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Non-qualified Deferred Compensation
  Other Compensation
    EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
    8




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COMPENSATION OF DIRECTORS
   9




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Fees Earned OrName
    
    Paid in Cash(1)Mr. Dix
    
    $
    26,100Mr. Douglas (2)
    
    
    6,100Mr. Feick
    
    
    26,000Mr. Goodyear
    
    
    26,700Mr. Leake (2)
    
    
    22,783Mr. Miller
    
    
    23,383Mr. Mock
    
    
    24,000Mr. Tucker
    
    
    33,600Mr. Young
    
    
    25,800
 
 (1)
    
    Each of the following directors contributed a portion of his fees received to
the Director Deferred Compensation Plan. These deferred fees were as follows: Mr. Dix
- $26,100; Messrs. Feick and Goodyear  $11,000; Mr. Douglas $2,750; Mr. Mock -
$24,000; Mr. Tucker $18,500; and Mr. Young $12,900. Deferred fees are invested in
Camco stock that is purchased and held by the Director Deferred Compensation Plan.(2)
    
    Mr. Douglas was appointed to fill a newly-created vacancy in October 2010.
Mr. Leake retired as a director in November 2010. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and NatureName and Address
    
    of Beneficial
    
    
    Percent ofof Beneficial Owner
    
    Ownership
    
    
    Class(1)Ryan Heslop
    
    
    713,088
    
    
    
    9.90
    %Ariel WarszawskiFirefly Value Partners, LPFVP GP, LLCFirefly Management Company GP, LLCFVP Master Fund, L.P.FVP US-Q, LPc/o dms Corporate Services, Ltd.PO Box 1344dms House20 Genesis CloseGrand Cayman,KY 1-1108Cayman Islands(2)
 
 (1)
    
    Based on 7,205,595 outstanding shares on the Voting Record Date.(2)
    
    Based on a Schedule 13G/A filed on January 11, 2011, Ryan Heslop, Ariel
Warszawski, Firefly Value Partners, LP, FVPGP, LLC and Firefly Management Company GP,
LLC reported shared voting power and dispositive power with FVP Master Fund, L.P. for
713,088 shares.  10




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Sole voting
    
    
    Shared voting
    
    
    Percentage ofand
    
    
    and/or
    
    
    sharesName and address(1)
    
    investment power(2)
    
    
    investment power
    
    
    outstandingJames E. Huston
    
    
    211,098
    
    
    
    200
    
    
    
    2.85
    %James D. Douglas
    
    
    1,285
    
    
    
    
    
    
    
    *David S. Caldwell
    
    
    38,613
    
    
    
    11,062
    
    
    
    *Edward D. Goodyear
    
    
    16,137
    
    
    
    22,767
    
    
    
    *Troy D. Greenwalt
    
    
    10,501
    
    
    
    
    
    
    
    *Jeffrey T. Tucker(3)
    
    
    20,987
    
    
    
    16,529
    
    
    
    *Terry A. Feick
    
    
    5,742
    
    
    
    22,175
    
    
    
    *Carson K. Miller
    
    
    7,441
    
    
    
    7,173
    
    
    
    *Douglas F. Mock
    
    
    5,742
    
    
    
    23,025
    
    
    
    *J. Timothy Young
    
    
    942
    
    
    
    11,111
    
    
    
    *Andrew S. Dix
    
    
    19,663
    
    
    
    
    
    
    
    *All directors and executive
officers as a group (14 persons)
    
    
    374,752
    
    
    
    138,929
    
    
    
    6.73
    %
 
 *
    
    Less than 1% of the outstanding shares.(1)
    
    Each of the persons listed in this table may be contacted at the address of
Camco, 814 Wheeling Avenue, Cambridge, Ohio 43725.(2)
    
    Includes the following number of shares that may be acquired upon the
exercise of options: Mr. Caldwell  25,980; Mr. Feick  5,742; Mr. Greenwalt 
5,214; Mr. Huston  159,289; Mr. Miller 5,742; Mr. Tucker  5,742; and Mr. Young
 742.(3)
    
    Includes 4,306 shares in a revocable trust that Mr. Tucker has investment
authority over. Mr. Tucker disclaims pecuniary beneficial interest in these shares.   Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    
    future issuance underto be issued upon
    
    
    Weighted-average
    
    
    equity compensation plansexercise of
    
    
    exercise price of
    
    
    (excluding securitiesPlan Category
    
    outstanding options
    
    
    outstanding options
    
    
    reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    463,642
    
    
    $
    5.84
    
    
    
    831,246
  11




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Item 13. Certain Relationships and Related Transactions, and Director Independence
 RELATED PERSON TRANSACTIONS
   DIRECTOR INDEPENDENCE
     
 Item 14. Principal Accountant Fees and Services.
 AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
    
    
    Plante Morans responsibilities in accordance with standards of the Public Company
Accounting Oversight Board;
    
    The initial selection of, and whether there were any changes in, significant accounting
policies or their application;
    
    Managements judgments and accounting estimates;
  12




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
    
    Whether there were any significant audit adjustments;
    
    Whether there were any disagreements with management;
    
    Whether there was any consultation with other accountants;
    
    Whether there were any major issues discussed with management prior to Plante Morans
retention;
    
    Whether Plante Moran encountered any difficulties in performing the audit;
    
    Plante Morans judgments about the quality of Camcos accounting principles; and
    
    Plante Morans responsibilities for information prepared by management that is included
in documents containing audited financial statements.
  
 AUDIT FEES
  2010
    
    
    2009Audit Fees
    
    $
    213,150
    
    
    $
    222,525Audit Related Fees (1)
    
    
    25,225
    
    
    
    5,775Tax Fees (2)
    
    
    30,520
    
    
    
    33,875All Other Fees (3)
    
    
    10,000
    
    
    
    8,500Total Fees
    
    $
    278,895
    
    
    $
    270,675
 
 (1)
    
    Includes fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements, such as addressing
regulatory issues and internal audit questions and ALLL validation.(2)
    
    Includes fees for tax compliance, tax planning, and tax advice that do not
impair the independence of the auditor and that are consistent with the SECs rules on
auditor independence, such as the preparation of tax returns.(3)
    
    These fees were incurred for the audit of Camcos employee benefit plans.  13




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  3(i)
    
    Certificate of Incorporation3(ii)
    
    Bylaws4
    
    Letter of Agreement to Furnish Copies of Long-term Debt Instruments and Agreements10(i)
    
    Employment Agreement between Camco and James E. Huston10(ii)
    
    Form of 2002 Salary Continuation Agreement10(iii)
    
    Form of 1996 Salary Continuation Agreement10(iv)
    
    Form of Executive Deferred Compensation Agreement10(v)
    
    First Ashland Financial Corporation 1995 Stock Option and Incentive Plan10(vi)
    
    Incentive Stock Option Award Agreement Pursuant to the First Ashland Financial
Corporation 1995 Stock Option and Incentive Plan10(vii)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the First Ashland
Financial Corporation 1995 Stock Option and Incentive Plan10(viii)
    
    Camco Financial Corporation 2002 Equity Incentive Plan10(ix)
    
    Incentive Stock Option Award Agreement Pursuant to the Camco Financial
Corporation 2002 Equity and Incentive Plan10(x)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the
Camco Financial Corporation 2002 Equity and Incentive Plan10(xi)
    
    Camco Financial Corporation 1995 Stock Option and Incentive Plan10(xii)
    
    Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xiii)
    
    Incentive Stock Option Award Agreement Pursuant to the Westwood Homestead
Financial Corporation 1997 Stock Option Plan10(xiv)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Westwood
Homestead Financial Corporation 1997 Stock Option Plan10(xv)
    
    Summary of Cash Bonus Plan10(xvi)
    
    Change of Control Agreement including Attachment A listing participants10(xvii)
    
    Restricted Stock Award Agreement of James E. Huston10(xviii)
    
    Stock Option Award Agreement of James E. Huston10(xix)
    
    Amendment to 1997 Stock Option Plan10(xx)
    
    Amendment to 2002 Stock Option Plan10(xxi)
    
    Amendment to Change of Control Agreements10(xxii)
    
    Amendment to Salary Continuation Agreements10(xxiii)
    
    Cease and Desist Order10(xxiv)
    
    Camco Financial Corporation 2010 Equity Incentive Plan10(xxv)
    
    Incentive Stock Option Award Agreement Pursuant to the
Camco Financial Corporation 2010 Equity and Incentive Plan10(xxvi)
    
    Non-Qualified Stock Option Award Agreement Pursuant to
the Camco Financial Corporation 2010 Equity and Incentive Plan11
    
    Statement regarding computation of per share earnings14
    
    Code of Ethics21
    
    Subsidiaries of Camco23
    
    Consent of Plante & Moran PLLC regarding Camcos Consolidated Financial
Statements and Form S-831(i)
    
    Certification of Chief Executive Officer31(ii)
    
    Certification of Principal Financial and Accounting Officer32(i)
    
    Certification of Chief Executive Officer32(ii)
    
    Certification of Principal Financial and Accounting Officer
  14




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SIGNATURES
  Camco Financial CorporationBy:
    /s/ James E. HustonJames E. Huston,Chairman, President, Chief Executive Officer




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INDEX TO EXHIBITS
 ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 3(i)
    
    Third Restated Certificate of
Incorporation of Camco Financial
Corporation, as amended
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2003,
Film no. 04668873 (2003 Form 10-K),
Exhibit 3(i)Exhibit 3(ii)
    
    2003 Amended and Restated
By-Laws of Camco Financial
Corporation
    
    Incorporated by reference to Camcos Annual
Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, Exhibit 3(ii)Exhibit 4
    
    Letter of Agreement to Furnish Copies of
Long-term Debt Instruments and
Agreements
    
    Previously filedExhibit 10(i)
    
    Employment Agreement dated
December 31, 2008, by and between
Camco Financial Corporation and
James E. Huston
    
    Incorporated by reference to Camcos
8-K filed on January 7, 2009, film no.
09512081 (2009 8-K), Exhibit 10Exhibit 10(ii)
    
    Form of 2002 Salary Continuation
Agreement, including individualized
Schedule As for each participant
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(iv)Exhibit 10(iii)
    
    Form of 1996 Salary Continuation
Agreement, including Schedule A
for Edward A. Wright
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
film no. 05684554 (2004 Form 10-K),
Exhibit 10(iv)Exhibit 10(iv)
    
    Form of Executive Deferred
Compensation Agreement
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(vi)Exhibit 10(v)
    
    First Ashland Financial Corporation
1995 Stock Option and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File Number
333-90142, Exhibit 4.01Exhibit 10(vi)
    
    Incentive Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
2004 Form 10-K, Exhibit 10(vii)Exhibit 10(vii)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
2004 Form 10-K, Exhibit 10(viii)Exhibit 10(xiii)
    
    Camco Financial Corporation 2002
Equity Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File
Number 333-90152, Exhibit 4.01Exhibit 10(ix)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
Incentive Plan
    
    Incorporated by reference to Camcos
Form 8-K filed on February 2, 2005,
film no. 05570393 (2005 8-K),
Exhibit 10.5




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INDEX TO EXHIBITS (continued)
 ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 10(x)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
Incentive Plan
    
    Incorporated by reference to Camcos
2004 Form 10-K, Exhibit 10(xi)Exhibit 10(xi)
    
    Camco Financial Corporation 1995
Stock Option and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File
Number 333-90166, Exhibit 4.01Exhibit 10(xii)
    
    Westwood Homestead Financial
Corporation 1997 Stock Option
and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on January 5, 2000, File Number
333-94113, Exhibit 4.01Exhibit 10(xiv)
    
    Incentive Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8-K, Exhibit 10.4Exhibit 10(xv)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8-K, Exhibit 10.3Exhibit 10(xvi)
    
    2010 Incentive Award Plan
    
    Incorporated by reference to the Form 8-K filed
on February 1, 2010, as amended by the Form 8-K
on February 5, 2010Exhibit 10(xvii)
    
    Change of Control Agreement
including Attachment A listing
participants
    
    Incorporated by reference to Camcos Annual
Report on Form 10-K for the fiscal year ended
December 31, 2008 (2008 Form 10-K) Exhibit
10(xvii)Exhibit 10(xviii)
    
    Restricted Stock Award Agreement of
James E. Huston
    
    Incorporated by reference to the 2008
Form 10-K, Exhibit 10(xviii)Exhibit 10(xix)
    
    Stock Option Award Agreement of
James E. Huston
    
    Incorporated by reference to the 2008
Form 10-K, Exhibit 10(xix)Exhibit 10(xx)
    
    First Amendment to Westwood 1997
Stock Option and Incentive Plan
    
    Incorporated by reference to the 2008
Form 10-K, Exhibit 10(xx)Exhibit 10(xxi)
    
    First Amendment to Camco 2002
Equity Incentive Plan
    
    Incorporated by reference to the 2008
Form 10-K, Exhibit 10(xxi)Exhibit 10(xxii)
    
    Second Amendment to Change of Control
Agreements
    
    Incorporated by reference to the 2008
Form 10-K, Exhibit 10(xxii)Exhibit 10(xxiii)
    
    First Amendment to Salary Continuation
Agreements
    
    Incorporated by reference to the 2008
Form 10-K, Exhibit 10(xxiii)Exhibit 10(xxiv)
    
    Cease and Desist Order
    
    Incorporated by reference to Camcos Annual
Report on Form 10-K for the fiscal year ended
December 31, 2009 (2009 Form 10-K)
Exhibit 10(xxiv)Exhibit 10(xxv)
    
    2010 Camco Financial Stock Option
And Incentive Plan
    
    Incorporated by reference as Exhibit A
to the Definitive Proxy on April 19, 2010Exhibit 10(xxvi)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2010 Stock
Option and Incentive Plan
    
    Incorporated by reference to the Form 8-K filed
on March 10, 2011, Exhibit 10.1




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##### Table of Contents



ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 10 (xxvii)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2010 Stock
Option and Incentive Plan
    
    Incorporated by reference to the Form 8-K filed
on March 10, 2011, Exhibit 10.2Exhibit 11
    
    Statement regarding computation of per
share earnings
    
    Previously filedExhibit 14
    
    Code of Ethics
    
    Camco elects to satisfy Regulation S-K
§229.406(c) by posting its Code of Ethics on
its website at www.camcofinancial.comExhibit 21
    
    Subsidiaries of Camco
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 21Exhibit 23
    
    Consent of Plante & Moran PLLC
    
    Previously filedExhibit 31(i)
    
    Section 302 Certification by
Chief Executive Officer
    
    Filed herewithExhibit 31(ii)
    
    Section 302 Certification by
Principal Financial and Accounting Officer
    
    Filed herewithExhibit 32(i)
    
    Section 1350 Certification by
Chief Executive Officer
    
    Filed herewithExhibit 32(ii)
    
    Section 1350 Certification by
Principal Financial and Accounting Officer
    
    Filed herewith